register in advance for the promotion by going to http://www.ihg.com/50Free and provide a valid email address. The $50 Flight Credit ("Award") will be delivered to this email address.

Employees of Six Continents Hotels, Inc., ePrize, and Outside the Box and their respective affiliates, subsidiaries, related companies, advertising and promotional agencies, and the household members of any of the above, are not eligible to participate in the promotion.

Offer:

Book a minimum of one weekend night stay (Friday, Saturday, or Sunday) at a qualifying rate at any IHG brand hotel located in the 50 United States or the District of Columbia between the original dates of November 1, 2010 through November 29, 2010 – and now, between the added dates of December 19, 2010 through December 31, 2010, and stay between November 5, 2010 - April 30, 2011 and receive an Award.

The Award may be used towards any roundtrip flight booked at least 21 days in advance, anytime (must include a Saturday night stay), anywhere, on any airline, with no blackout dates (subject to availability of seats at the time of booking), and the credit is off the lowest available published fare at time of booking, including online fares.

A "stay" is defined as one weekend night (Friday, Saturday, or Sunday) lodging at a qualifying room rate at an IHG brand hotel in the 50 United States or the District of Columbia. Additional stays will not be counted and Awards will not be earned if you check out and check back in at the same or any other IHG brand hotel for another weekend night's lodging during the same weekend of the original stay. Further, a stay is qualified when paying qualifying room rates, which include most business and leisure rates. Qualifying Room Rates do not include the following reduced room rates: net wholesale individual and group rate, certain package rates, employee discount rate, friends and family rate, crew rate, special discounted contract rates, seasonal worker/crew rate, 50% travel club discount rate, travel industry discount rate, distressed passenger rate, Priority Club Reward Nights/Airline Hotel Reward rate, or complimentary hotel stays. Also excluded are opaque (hotel name, location and/or rate not visible until after booking is submitted) and "name your own price" rates.

There is no maximum number of Awards that a Priority Club Rewards member can earn during the promotion period. However, only one Priority Club Rewards member will be eligible to be credited with a qualifying stay no matter how many other members may be sharing the room. No retroactive Awards will be awarded on reservations made prior to registration for this promotion. Members must use their Priority Club Rewards member number at the time of booking. All Priority Club Rewards Membership Terms and Conditions apply (see http://www.priorityclub.com). Please allow between two and six weeks from check-out to receive your Award notification email.

The Award is not redeemable for cash. Award rights cannot be transferred, and this offer is void where restricted or prohibited by law. Taxes imposed on this benefit, if any, are the sole responsibility of the Priority Club Rewards member.

If you have not received your reward within 6 weeks of your stay, call 1-888-211-9874 or email
.

Redemption:

Once you have completed your stay, you will receive an email with your unique pin code and instructions on how to redeem the Award.

You must register your Award online within 30 days of the sending of the Award email at http://www.activateaward.com/IHG-FFC before using it. Only the person who initially received the Award can activate it and redeem it and must be the traveler. A toll free number to make airline reservations will be provided upon registration.

Questions regarding the promotion may be emailed to.

Your activated Award entitles you to receive a savings of $50 on the cost of one roundtrip airline ticket, any airline, any destination. Flights must be on a single carrier.

The value of the Award will be applied to the base fare of one airline ticket only. Taxes and fees are the responsibility of the passenger. The taxes and fees include, but are not limited to: U.S. transportation excise tax of 7.5% of the fare and a segment fee of $3.70 per flight segment (a flight segment is one takeoff and landing); September 11th Security Fee of $2.50 per enplanement at a U.S. airport (max $10.00 per round trip); Passenger Facility Charges of up to $4.50 per segment (max $18.00 per round trip); U.S. Immigration User Fee of $7.00; for travel to and from Hawaii and Alaska, a U.S. transportation excise tax of $8.10 per departure; U.S. Customs User Fee of $5.50. U.S.; APHIS User Fee of $5.00. U.S. International Transportation Tax of $16.10 per arrival or departure and foreign government taxes and fees of up to $250.00 (varies widely by destination and fluctuates with exchange rates). If the base fare of the airline ticket is less than $50, the discount amount will be for the amount of the base fare only. If the Award is redeemed for less that its full potential value ($50), the Award holds no residual value for future travel.

Your airfare must be booked through the travel agent for this promotion ATG (CST# 2001330-10 and Florida Seller of Travel Registration #35395, and Nevada Seller of Travel Registration No. 240000054), within 3 months of Award registration. All travel using the Award must be completed within 3 months of booking.

This offer is subject to the availability of airline seats at the specified fares at the time of booking, so the farther in advance you can make your travel plans the easier it will be to accommodate your specific preferences.

A Saturday night stay and 21-day advance purchase of your Award flight is required by the travel agent for this promotion. ATG is open from 8:30AM to 5:00PM (Pacific Time) Monday through Friday, and closed on holidays. To reach a travel agent during the hours the office is open you may need to call more than 21 days prior to your intended departure date.

Upon issuance of your airline tickets or ticketing confirmation, passengers are subject to all of the rules and regulations of the issuing airline, including but not limited to rules on refunds, exchanges, cancellations and fees charged for changes of itinerary. The names of the passengers cannot be changed. Changes or cancellations to the original booking may be subject to additional fees charged by the airline, ATG or both. Changes and/or cancellations to the original booking may only be made through ATG. If changes are made directly with the airline, the Award will be voided and the discount may be charged back to the purchaser's credit card.

Only one Award can be redeemed per trip. This Award cannot be combined with any other promotional program.

ATG has no control over schedule changes, cancelled or oversold flights. Remedies for these situations are at the discretion of the transporting carrier and subject to federal regulations.

ATG is the final authority on all ticketing, pricing, and seat and fare availability decisions.